Prospect Capital (NASDAQ: PSEC) wins approval to sell stock below NAV

Rhea-AI Filing Summary

Prospect Capital Corporation stockholders approved a key financing proposal at a virtual Special Meeting held on July 7, 2026. The approval renews the Company’s authorization, with Board approval, to sell common stock during the next 12 months at prices below its then current net asset value per share.

Any such sales are subject to conditions described in the proxy statement, including that shares sold on any given date cannot exceed 25% of the Company’s outstanding common stock immediately prior to that sale. Of 556,508,215 shares eligible to vote as of March 11, 2026, Proposal 1 received 277,640,199 votes for, 63,873,735 against, and 7,460,523 abstentions.

Insights

BDC capital structure analyst

Shareholders renewed flexibility for equity issuance below NAV within tight limits.

The approval allows Prospect Capital to issue common stock below net asset value over the next 12 months, subject to Board sign-off and a cap of 25% of outstanding shares per sale date. This is a structural tool rather than an immediate transaction.

For, against, and abstain votes show meaningful but not overwhelming opposition, with 277.6 million votes in favor versus 63.9 million against. Future company disclosures will determine whether and how this authority is used, and the practical impact on existing shareholders.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares eligible to vote: 556,508,215 shares Affiliated shares: 134,072,811 shares Proposal 1 votes for: 277,640,199 votes +5 more

8 metrics

Shares eligible to vote 556,508,215 shares Record date as of March 11, 2026

Affiliated shares 134,072,811 shares Owned by affiliates as of March 11, 2026

Proposal 1 votes for 277,640,199 votes Initial tally on below-NAV issuance authorization

Proposal 1 votes against 63,873,735 votes Initial tally on below-NAV issuance authorization

Proposal 1 abstentions 7,460,523 votes Initial tally on below-NAV issuance authorization

Adjusted votes for 145,994,733 votes Proposal 1, after adjusting for affiliated shares

Per-day issuance cap 25% of outstanding shares Maximum common stock sold on any given date

Authorization duration 12 months Period for potential below-NAV stock sales

Key Terms

Special Meeting of Stockholders, net asset value per share, affiliates, cumulative perpetual preferred stock, +1 more

5 terms

Special Meeting of Stockholders regulatory

"At 5:00 p.m. (Eastern Time) on July 7, 2026, the Company held a Special Meeting of Stockholders virtually"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

net asset value per share financial

"to sell shares of its common stock ... at a price or prices below the Company’s then current net asset value per share"

Net asset value per share is the total value of a fund’s assets minus its liabilities, divided by the number of outstanding shares, so it represents what each share would be worth if the fund sold everything and paid its debts. Investors use it like a per-share “break-up” price to compare against the market trading price — if shares trade below NAV per share they may be seen as discounted, above it as a premium.

affiliates financial

"As of March 11, 2026, the record date, 556,508,215 shares of stock were eligible to vote, which included 134,072,811 shares owned by affiliates"

cumulative perpetual preferred stock financial

"5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001"

A cumulative perpetual preferred stock is a share that acts like a long-lasting hybrid between a bond and a dividend-paying stock: it promises regular fixed payments that, if missed, accumulate and must be paid later before common shareholders get dividends, and it has no set maturity date. Investors care because it can provide steady, higher-priority income similar to interest, but with limited capital upside, sensitivity to interest rates, and the risk that payments can be delayed even though they continue to accrue.

Emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 07/07/2026 - 05:13 PM Accepted by SEC EDGAR 07/07/2026 - 05:13 PM Learn about SEC filing dates

FAQ

What did Prospect Capital (PSEC) stockholders approve at the July 7, 2026 Special Meeting?

Stockholders approved renewing Prospect Capital’s authorization to sell common stock below its then current net asset value per share. The authority lasts 12 months, requires Board approval, and is subject to conditions outlined in the March 11, 2026 proxy statement, including a limit on shares sold per date.

How long can Prospect Capital (PSEC) sell shares below net asset value under the renewed authority?

The authorization allows Prospect Capital to sell common stock below net asset value for the next 12 months. Each issuance also requires Board approval and must comply with conditions in the proxy statement, including a cap on the percentage of outstanding common stock sold on any given date.

What voting results did Prospect Capital (PSEC) report for the below-NAV stock sale proposal?

For Proposal 1, Prospect Capital reported 277,640,199 votes for, 63,873,735 against, and 7,460,523 abstentions. After adjusting for 134,072,811 affiliated shares, the for votes were 145,994,733, with the same against and abstain counts, and no broker non-votes reported.

What limit applies to Prospect Capital (PSEC) stock sales under the renewed below-NAV authorization?

Under the renewed authorization, the number of shares Prospect Capital may sell on any given date cannot exceed 25% of its outstanding common stock immediately prior to that sale. This condition is part of the terms described in the proxy statement for the Special Meeting.

How many Prospect Capital (PSEC) shares were eligible to vote at the Special Meeting?

As of March 11, 2026, the record date, 556,508,215 Prospect Capital shares were eligible to vote at the Special Meeting. This total included 134,072,811 shares owned by affiliates, which were considered when presenting adjusted voting results for the proposal.

Does the Prospect Capital (PSEC) vote immediately issue new shares below net asset value?

The vote does not itself issue new shares; it authorizes the Company, with Board approval, to sell common stock below net asset value over the next 12 months. Any actual offerings would occur later, subject to the conditions outlined in the proxy statement.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 7, 2026

Prospect Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland

814-00659

43-2048643

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

10 East 40th Street, 42nd Floor, New York, New York 10016

(Address of principal executive offices, including zip code)

(212) 448-0702

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of each exchange on which registered
Common Stock, $0.001 par value			PSEC			NASDAQ Global Select Market
5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001			PSEC PRA			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07.     Submission of Matters to a Vote of Security Holders.

At 5:00 p.m. (Eastern Time) on July 7, 2026, the Company held a Special Meeting of Stockholders virtually (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on one proposal, which was approved. The proposal is described in detail in the Company’s definitive proxy statement for the Special Meeting as filed with the SEC on March 11, 2026. As of March 11, 2026, the record date, 556,508,215 shares of stock were eligible to vote, which included 134,072,811 shares owned by affiliates. The final voting results from the Special Meeting were as follows:

Proposal 1.    To renew the Company's authorization, with approval of its Board of Directors, to sell shares of its common stock (during the next 12 months) at a price or prices below the Company’s then current net asset value per share in one or more offerings subject to certain conditions as set forth in the accompanying proxy statement (including that the number of shares sold on any given date does not exceed 25% of its outstanding common stock immediately prior to such sale).

For						Against						Abstained						Broker Non-Votes
277,640,199						63,873,735						7,460,523						-

The vote on the above proposal, adjusted for 134,072,811 affiliated shares, was as follows:

For						Against						Abstained						Broker Non-Votes
145,994,733						63,873,735						7,460,523						-

1

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Prospect Capital Corporation

By:     /s/ M. Grier Eliasek

Name: M. Grier Eliasek

Title: Chief Operating Officer

Date: July 7, 2026

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.4 KB